Mastering M&A with Marcus Dillon

Hello, and welcome to the Big Four Transparency podcast. I'm joined today by Marcus Dillon, founder and president of Dillon Business Advisors. Welcome to the pod. Hey, thanks for having me, Dom. Great to be here. Yeah, my pleasure. And thanks for your patience. We don't know whose end it's on, but we've we've done that intro a few times. We're getting a little bit of tech difficulty here, but we're working through it. We're working through it. Hey, it's, you know, technology just when it works, it's great when it when it doesn't just roll the punches. Yeah, exactly. I mean, good so far. So fingers crossed. But yeah, no, I I had come across you, you know, just kind of doing some outreach to some firms out in Texas and, you know, just kind of the typical you fit the profile of the right firm and all that. But then I later heard you talking on David Cristello's podcast. And what I was hearing like was a really, really different approach and different discussion around firm acquisitions that I found to be incredibly interesting. So before we dive into all that, just to set some of the groundwork, you actually just closed on an acquisition at the end of January, correct? We did. We were a little ambitious, but we closed on our 15th M&A transaction. And so we've done a few acquisitions. We've done a lot of divestitures, you know, so yeah, number 15. And we closed January 31st and it was off to the races. So that's that's where we're at. That's where we're recording this as of today. So it's pretty fresh. There's a lot of there's a lot of good stuff on this side happening. And so we're recording this in early April right now. So like tax deadlines coming up and you're like a tax and accounting heavy firm from what I understand. So like, how did that go? Like, did you like onboard all the clients to your new tech stack in time? Like how's that going? Yeah, no, it's going great. So part of the assessment whenever we were talking with the seller and just reviewing his firm was looking at the tech stack and his tech stack overlapped a lot with our existing tech stack. And even what he was using as client communication software was something that we had used in the past. So that has made it really easy to be able to just kind of start working. And then there will be changes on the other side of tax, the tax deadline. But we didn't push through any major changes to the clients initially. We just kind of absorbed some of those changes internally, especially with the team across the board. But as far as the clients are concerned, it's business as usual. There's a new name, but they're still getting their work done. Okay, right on. And did that acquisition come with kind of like most of the staff or was it mostly kind of like the client? Yeah, there's a few things that we've learned with this acquisition. So a seller that we knew, we had been in contact with him for years and we were actually in a similar organization where we would kind of take into account best practices for our firms and he wanted to pursue a new career, a new chapter for his next 10 to 15 years. So we started thinking about how this could look for DBA to enter a new market and kind of came to a realization, hey, we can do this, we can do it sooner than we think and go from there. So a lot of that was the discussion of like what his role would be post-close. He is currently a contractor, works about 12 hours a week right now in the middle of tax season while he transitions to his new career. And then we did move over to other team members. There's a third team member that we did not move with the acquisition and that's another story altogether. We can maybe get into some of that on what I see firm owners not do leading up to a sale. But yeah, one key team member did not come over and I think some of the pain or challenge that we're dealing with right now relates to what was in that person's head. On the other side of that, that's something that we're learning is how could we have better documented that or ask better questions prior to close. So how big in general of a factor in an acquisition is them being on like a same or similar tech stack? Because you hear about these things like carbon has that marketplace, right? Which I think is like a super interesting idea. But like at the same time, you know, it might be kind of limiting. So yeah, I'm curious to think what the thought process is there. Core tech stack for us is more key than some of the ancillary tech stack. So practice management like carbon, it wouldn't come into a conversation. Like it's really a key factor for us. What we're looking at is core accounting, core tax software. We want that to be very similar. We want it to be something that maybe we've used in the past. And so for us, that checked the box on this acquisition. So it was Thompson Ultratax, which is what we use at DBA. That's what the seller was using for years. He was also using some legacy Thompson products, ACS practice, all of those good things, which we've had experience in six, seven, 10 years ago before we started kind of adopting a more browser based tech solution. So, you know, whenever you're taking these legacy firms, you typically are taking it from a desktop suite over into browser based suite, or at least that's what we've done. And it's just, it's modernizing the firm a little bit. The other pieces with client communication and client portal, that's also a consideration. So that firm was using or is using Lisio. We're still supporting Lisio through tax season. And we use Canopy for practice management for client communication. So we'll assimilate clients into that. The team has done well. The team has learned Canopy pretty quickly. And I think, you know, on the other side of it, it's just teaching it to the clients that we picked up. Okay. Right on. That's, that's interesting to hear that, like the practice management is less of like a big contributor because you do have to train the clients too, right, ultimately. But I guess for them, it's probably more of a drag and drop thing anyways, it's probably not too, too bad. Yeah. And for this, it was a, every seller likes to think that they're more modern than they actually are. But it was, it was a firm that we could see ourselves in that firm about six to seven years ago. Like that's the firm that we had six to seven years ago. A lot of high touch, annual clients, a lot of interaction, both on the phone or through email and just less streamlined process, less streamlined procedures. So kind of took us back a few years and now we're bringing it forward at a pace that was faster than us being able to learn it the first time around. Interesting. And then with like having done some of these acquisitions and continuing to do them, there's obviously been some sort of like, you know, calculus being done that like, Hey, this is an effective growth strategy for us. And I'm curious, like what that thought process looked like, maybe even kind of for some of the earlier acquisitions on the, you know, kind of buy versus build type of a decision making. Yeah. Uh, we've, we've been very fortunate to grow organically over the years and you can grow organically 10, 15, 20% and then you add on just price increases alone and you can grow top line, uh, where we're at today with our team size for us to be able to create opportunities for those team members. We really just can't rely on organic growth alone. And so to elevate team members to that next role or even create that next pod to serve clients in specialties or things like that, we have to go out and create some of that momentum a little bit faster than organic allows for. So we haven't done an acquisition. Uh, this was our first acquisition since 2016 at the end of 2016 was our last acquisition. So, um, not sure if you grew up, you know, with baseball or Pokemon cards or anything like that. It's kind of like a box break. Um, so you have to go buy the box, open the pack and see what's in it and see how you can like add that to your existing collection or add that and grow it. So that's a lot of what this firm is. There's some great hidden opportunity in this client base and we can take that client base, filter through it and then apply some of our, you know, more productized services and more structured service offerings, uh, to that client base. And that's the ones that will grow while the ones that really don't fit that, then we'll figure out a way for them to exit or refer them on to somebody else. Yeah. So that box break is like a very interesting analogy. It's funny cause I'm not like as a kid, I had the cards and stuff. Now I'm not like, you know, avid into that, but like you can't avoid it on social media and I keep seeing people talking about that and it like kind of drags you in. But, um, so you know, the, the box break, so to say that you're doing with these firms is, um, by my understanding is you're kind of acquiring the firm, sifting through it, taking what makes sense for you. And then oftentimes basically selling the subset of clients as a book of business to another firm. Correct. Correct. If there's an opportunity in that. And so the firm that we, uh, last acquired in 2016, it was actually my mentor's firm. And so we try to approach everything from, uh, more of a service minded over sales first. So it took us about four years to really filter through that client list, get those clients into their right home, whether that was within DBA on one of our, um, service offerings or a home outside of DBA. And so that took about four years and, um, what we are doing now, just given the size that we're at today compared to 2016, 2017, uh, we're doing that a little bit faster. And, um, just also the pace of change is a little bit more, uh, we see an opportunity with that. But if, if a existing client, you know, maybe one of these acquired clients, um, doesn't know about service offerings, one that we provide, we try to educate them on just, hey, this is a better solution. This is why we've created it this year. What's your options? Um, they could take us up on it. They, they could pass. Um, if they pass, then essentially they're telling us they don't want what we sell, right? So we have to make a decision, um, to exit them from the firm to be good stewards of what we've been given. And, um, you know, that's, that's a lot of the hard decisions. So what I see in these firms that just kind of exist and float through existence, um, they don't make hard decisions or, or enough hard decisions on clients or team members. And we're dealing with some of that on the other side of close on this acquisition. And part of that box break, um, much like if you're into that, or if you're listening to this and you've got kids that are into that, maybe, um, you know, that within every one of those boxes, there's going to be a few cards that are good. And that's just, that's the law, right? That's how it works. It's no different in most businesses. So we applied 80-20 rule, the Pareto principle to this acquisition, and we started analyzing it during due diligence and 20% of the client base really made up 80% of the revenue of this firm. The other 20% of the revenue that was 80% of the client base were the ones that were really giving all the frustration to the firm owner, to the team. And those are the ones that we can make easier decisions on post-close because we don't have that long, sticky, really complicated relationship with some of those clients that may have existed decades. Yeah. Yeah. I saw that firsthand when I was at Deloitte. Like my last year there, I think it was, there was like a huge cleanup initiative because it was like, you know, I would switch over from being like working on an ex-prime minister to, you know, someone who was literally foreign royalty to like Joe's farm that made $20,000 this year. And it was like, well, okay, well there's an outlier here. And like, there had been like an acquisition that had been done, which was the reason for a lot of these. And yeah, it was, it was never pretty because it was always like, you know, what are we doing with this business? And it's like, oh, you know, her husband passed away last year and it's like, oh, okay. Like nevermind. What are we doing working with this business? Oh, you know, it's their last year, they're wrapping up. Oh, okay. Right. And it was like, there was always some reason and like there were valid reasons because you have the relationship with that person. But like at the end of the day, like that's bad business, like for sure. Right. I mean, there's, I'm sure there's a balance to be struck where like you still want to be empathetic, but like at the end of the day, like there's always going to be a reason of like, okay, well we can't, we can't let this person go, but that, you know, you're charging them 20% of what you should. So it's like, this is realistically, this has been building up for 10 years to get to this point. And so, yeah. And so what does that process like actually look like? So it's essentially you present them what the offering is that is kind of up to your firm standard. And if it's a no, then like, what's the bucketing of like, okay, like this is a client that we could kind of bundle and, you know, include in a sale of a client list versus like, this is maybe just not a client we can work with. Yeah, no, great question. So a lot of times when we work through this, it is offering the client really from an education standpoint, hey, here's what we do for the remain, the majority maybe of most of our clients and what we would love to apply to your situation, talk through some benefits. If they, if they don't connect, if they don't see the value there in those services, because it's also an upsell or a cross sell, and usually it's more expensive than what they've been paying in the past. So if that doesn't align with their budget and they say no, depending on why they say no, could kind of put them into two different buckets, right? Like, hey, this is going to be a, a client that we can nurture and maybe have that conversation again in the near future. Or this is a client that just will never fit, will never take the service offering. And so depending on how those responses go, we can start to build up these client lists and build, build up these blocks, so to speak. And that also helps us maybe, maybe get some capacity, you know, release some pressure, if you will, immediately, because we know that these are never going to fit. This is not just our ideal. And then those are the ones that we make the decision on a little bit sooner. We can do this in stages. Like we said, on the first time around, we did it in about four years. Here you could do it in one, two or three years just by kind of being strategic in those different blocks. And that's what we've learned. So if it's somebody just given their situation, like they're just a 1040, we just can't serve them the way that, that we would love to serve, you know, the public, that's an easy decision. If it's a business owner that just so holds their things, you know, their financials and their tax so close to where they see us only as this annual relationship, and they won't allow us to kind of advise or take off some additional services of their plate, whether it's bookkeeping, payroll, anything, then those are also some of the ones where it's like, okay, maybe that's a year or two conversation, but you'll know immediately based on personality too if they just need to be a year one exit. So I would say placing them in year one, year two has always been a great thing. And you're still selling to year two people the whole time. Year one, those are the ones that are kind of easier to tell that they just need to maybe paired with a better, better advisor that's aligned with their goals. And then like, how are you finding kind of the, the, the ultimate buyer of that block of clients? Right. Because ultimately, like, you know, if you're buying that block of clients, you're kind of like, well, okay, I'm acknowledging that I'm kind of like a tier two or three offering type of firm. And like, ultimately, like the signal to you is like, Hey, I need to like value my services better, or, you know, like kind of do something there. But like, are there a lot of buyers at that market? And like, what does that conversation look like? Because it's kind of like, There's more, yeah, there's more than you would think. So the first step is knowing your peer group, whether that's in the local market, or just a bigger national market. Just seeing who is starting new businesses. And we're seeing this a lot, right, with private equity injection into firms, and maybe manager and above level saying, Hey, I can do this on my own. We see that a lot in LinkedIn. And would you rather starve for one, two, three years? Or would you rather start with some revenue and go buy a business and kind of have some offset to your expenses? And that's what I did. Whenever I came out of the firm that I was part of, I acquired a $400,000 block of clients, through that, and that's what initially started DBA back in 2011. So having that revenue, allow for budget, add team members, technology, everything that we wanted to do. Sure, I had a loan payment to the bank. But other than that, it was a better start than just hanging a shingle and, you know, hitting the ground running trying to get any client you could. So that's what our experience has been. We see that a lot in the market. Every time we've exited a block of clients, we already have a predetermined buyer in mind if at all possible. If not, we have gone to a broker before and, you know, the broker situation was actually surprising because there were about five to six CPA firms that were interested in just this block of clients of about $150,000. So that alone says there is a market for these client blocks. Okay, so there are very often buyers on that front. Yeah. This is like really interesting timing because this is going to come out, I think, probably one week after an episode that I just did with Brandon Poe, who runs kind of one of these brokerages. And we spoke about that. And it's really cool to hear you say, right, you made that first acquisition of around a book of $400,000 to kick you off, because he actually just just spoke about how, basically, one of the key moments for acquisitions in a firm is to kind of like propel you past these areas of like stuck, right? Yeah. And like, there's a lot of known ones where I'm sure kind of like going zero to $100k is probably like a really scary and difficult hurdle. And then getting to a point where you can get a hire. So when you made that acquisition of a $400,000 book of business, like, did you start off like right out the gate with a hire? Or were you just like plowing through all that yourself? Yeah. Well, great question. So back in 2011, that was a retiring CPA, I was his succession plan. And I sourced that not through a recruiter, but actually, or a broker, but wrote letters to firm owners in the area that I knew would be aging out, and connected with some firm owners and his block of business, his $400,000 business was just enough for me to kill myself and be able to do it right. And then you also have to factor in churn or attrition, which is typically 85 to 90% in our CPA industry. So factoring that in, I was like, okay, I can do 350 to 400. That's what I was doing at my other firm, you know, my tax workload. So if I buckle down, got through it, I'd be able to do that production myself. Now, I also picked up an admin at that time, that she didn't last long, just because her favorite quote was, that's not how we did it last year. I think getting some team members with acquisitions are always fun to navigate as well. So we quickly kind of added on some additional team that was a little bit more tech savvy. And the other part in our journey that I was not prepared for, but the firm I was working in, a lot of clients followed me whenever I went out on my own. And that was part, I just didn't plan for that, I didn't intend for clients to follow me and I actually had to stay true to a non-solicitation, non-compete and pay for those clients over three years. So, but that was our, I guess, second acquisition, if you will, in 2011, 2012, to have those clients that followed me and that immediately created capacity and bandwidth to add an additional team member to kind of help me on the production side. Okay, interesting. And if you were to do it all over again, you would also kind of go with a purchase to kick you off? I would. And even to your point in where you and Brandon were talking, we were approaching 3 million for a while, let's say two to three years and finally hit 3 million in 2024. But it was just a hard growth, you know, once you get to a certain level and are dependent upon organic growth, it just gets a little bit harder to grow at double digits. Yeah. So with doing this acquisition of about 600,000 in 2025, we can already plan that we'll likely hit 4 million this year. And so it's taking that 600 and looking for opportunities to cross sell, upsell, just the momentum that comes along with now, how are we using that budget? We're using that budget for team member build out. So we've added a director of operations and a director of technology. And those two people are critical with any of these acquisitions and assimilations moving forward and make it so much easier compared to the last acquisition that we did in 2016-2017, where it was just myself and the rest of the production team. We really didn't have the support on the operations and technology side like we do today. Mm-hmm. Yeah. No, that's, that's super interesting. And some of my like extra keen interest on like, you know, how you kick this off and would you do that the same way again, too, is I'm speaking with someone I know pretty well who's kind of in that space of like, should I maybe leave, you know, and kind of go do my own thing. And I've always spoken with people about that very kind of at a high level. But then like when I had the conversations with this individual, it became very like operational, where it's like, okay, but what does that actually look like? Right? Because you, again, you probably can't leave with a set of clients. And so you're kind of out, you know, on an island and it's like, okay, well, how are we going to make this work? Yeah. So a lot of other people's stories. I've heard many stories. I mean, even with, well, how may I may have handled my exit from that firm differently. If it's really on your heart to go out on your own and it's not working, having a conversation with that firm owner or that firm, who's probably at max capacity, you may be able to reach an agreement to have or take some clients, you know, without going and looking too hard. So opportunities exist. You just got to be willing to have those hard conversations and, you know, get into it when it gets awkward. Yeah. Yeah. I've heard of a lot of people kind of say that where they like didn't necessarily expect it. And it was like, here, like take these people with you or, you know, someone that was a mentor to them running a different firm or something was like, oh my God, I'm so happy you're on your own. You know, take these 10 people, um, which is probably a similar batch of people realistically to the people who are buying the clients that you decide to not keep from an acquisition. Right. Which is like, it's maybe not the optimal client, you know, because this person was pretty ready to hand them off. However, it gets you started. So, um, it either gets you started or that that's the client you love to serve. So, uh, whenever we went through the broker to identify a new firm to sell, uh, a client block in 2021, um, that firm actually catered to annual only relationships, high tax volume, like that's who they serve really, really well. And so, so many firms have different business models and, uh, someone's ideal client, maybe another person's non-ideal client, no doubt, but there is some value there. And in a world where we're still historically undervalued as a CPA profession, where you can put 33%, maybe even more to the bottom line, as far as your net profit. And you can go out and buy firms for one X of gross. That's a great. great return. And if you're willing to do the hard work and kind of break the box, so to speak, and then assimilate clients into more ideal services, there's a ton of value in that. And with where you're at today, like, are you typically like tapping on like SBA lending to do these? Or are you just kind of doing it out of like firm cash flows? Yeah. Fortunately for us, we're able to do it out of firm cash flow and just the profitability that we have. This situation where we're in now with the recent acquisition, we did a large down payment and off of retention for three years to make sure that we structured it the right way and de-risked DBA as much as possible. And the seller was open to that because he wanted to move on to his new career. And so I think every M&A deal is different. I was just talking to someone about this today. And you'd be very surprised at what you can really negotiate where the seller exits on their terms and it works for the buyer. And so we're very fortunate. We haven't had to go out and get capital or equity, kind of give up equity for capital injection, if you will, which is what a lot of firms are doing as part of their growth plan. We also haven't had to take down loans. We just, we have a good cash flowing profitable firm that can allow for some of this growth through inorganic means. That's awesome. That's super interesting to hear. And one of the things that's built into the terms often is like if you're buying from people who are retiring, like I've heard, like people are often super into seller financing too, right? Which is like great if you're trying to buy based off of cash flows as well, right? So it kind of like limits your exposure on that front. Every deal, even if you get 90%, 80% at close, that other remaining percentage is going to have some type of retention based into it, just because it is a relationship business. And applying that Pareto principle where 20% of your clients make up 80% of your revenue, we see that time and time and time again, that buyer is really going to want your help to make sure that those high value clients also move over. And if they don't, then that kind of comes into conversation a lot of times on that remaining part that wasn't paid at closing. Yeah. Yeah. I'm a huge believer in like the Pareto principle type of stuff. And like, you know, you see the jokes about it and whatnot, but it's so true where I'm like, all of like the biggest customers of Big Four Transparency are like the ones who are just like, hey, invoice paid, no further questions. This is great. Thanks. Right. And it's like, and I'm happy to kind of provide support and whatnot. But yeah, like a lot of the time, disproportionate amount of time goes into some of the smaller customers, given that they kind of need a little bit more help. Well, and there's opportunity in those other, you know, smaller relationships now to where hopefully they do grow into something bigger. And I think that's why you do have to give it some time to evaluate the relationship, obviously educate them along the way. And that's what we're doing right now with that. That new acquisition is they don't know us from Adam, right? So it's like we're going in and telling them who we are, how, who, what our journey was and who our team is made up of and that we're going to serve them better hopefully than they've been served in the past. And so that's, that's a win for the, for the client that was acquired. Now, if they want to know part of that, then by all means, like there's plenty of options that exist to be served. Yeah. Yeah. And are you, are you a remote firm or are you, cause I think you have a physical location, right? Yeah. We, uh, when we started, we were brick and mortar physical location. Uh, we saw COVID as an opportunity. And so even though we still have a office in Katy, Texas, our Katy, Texas office is pretty much just a drop off or pickup. And we have one team member that floats through twice a week, Deidre, and she's our tax admin. So she'll be available if someone needs to drop off or pick up. Um, so that's kind of helped us in that local market where we stayed, um, in St. Louis, the new acquisition, it was actually a brick and mortar firm and one team member that we were really fortunate to have come over. She wanted to work full remote and we were completely set up for that. Our management style embraces that. So she was able to do that. She hadn't been back in office since the close. And then we have another team member there that is at that office location. But even though the goal or the plan for that office is to shape it to become more like our Katy, Texas office where it's a real estate footprint is decreased over time. And it's more of a set office hours, Tuesday, Thursday, 10 hours a week where someone can drop off or pick up. And so we believe in that model. That's kind of worked for us. We're actually looking at some other cities where we could apply that model, but our team members, they work everywhere from California, which California is a hard state to be an employer in, uh, all the way from California, Texas, Michigan. And we do have a team in the Philippines. Yeah. I'm, I'm, I'm always curious about that. So like I'm talking to, um, again, one of the firms I work with right now is like in like a kind of like rural area. And it like, it shocks me how, how big they've grown, like in terms of revenue and employee count more than anything employee count. Cause they're in this tiny town and they have like a hundred employees and they're considering basically taking the step towards remote because they just like, don't have access to the talent that they need to grow. But then it's like, uh, it's such a tricky thing for them because they're like, well, we have all these employees who are kind of like in office folk. And so it's like, well, do we, then they have to become remote to like, or like optional remote. Right. Um, so I was going to ask if people still used your office a lot or not, but it sounds like not really. Yeah. No. And we could get by even with like a coworking space where we have access to a conference room. Uh, we own the real estate in Katy, Texas. So it's one of those where we just have kind of made it work right now. We've subleased out majority of our suite and our whole building to others, um, to help pay the mortgage. Right. So, um, but that's what we've done. And I would say when we made that, we, we did it as part of COVID. We saw that as an opportunity to move faster that way, cause we believed in remote and hybrid. And so when that became an opportunity to send the team home to care for children who are all of a sudden at home as well, uh, we just, we set them up the right way. And then after about two to three weeks, the team was so good, you know, and comfortable working from home that they really didn't see the need to come back. So we, we listened to the team. Now the other part of that is we had to go from being a, uh, brick and mortar or legacy firm to a remote first firm. And so even if you have a balance of remote employees and office employees, you still have to view it as a remote first firm, which means your team meetings have to be on zoom or teams. You have to lead from that because if not, there could be some awkwardness. There could be some side conversations that never get across whole team. And that was something that we had to learn from and also, you know, share with others that as part of this journey, it truly did have to be remote first. And I mean, it seems to me like none of our, a lot of these acquisitions wouldn't have been possible in the same way. Like you probably wouldn't have been growing very much, uh, compared to the level at which you have grown had you not kind of made that jump. So that's, that's interesting to hear for sure. Yeah. And we looked at, so we were, we knew, so we had excess capacity in 2024 building up. So with excess capacity, you either have to start making hard decisions on great team members or have to fill up the hopper, so to speak of work. So we were already in the market for a firm to buy. And we looked at another firm that was a city over, uh, it would have been a little bit easier from a physical presence standpoint, but that firm, it was about a $900,000 firm. And it was just the things that were going on in this legacy firm would have been so hard, so much harder, um, to assimilate into our firm. And we're talking about, you know, bookkeepers that go onto client sites to use desktop computers to do their work. You know, it's, it's some of the stuff that even in my career being a CPA for about 20 years, there's been better options, right? So I think there's, uh, every firm's a little bit different. And especially whenever you go into acquisition mode, some of these firms, all of them think they're more modern than they are. But whenever you actually get underneath the hood, you start seeing, you know, what's really powering the firm and it's surprising a lot of times. Yeah, that's, that's so interesting. Well, thank you so much for coming on and sharing again. Like if there's one takeaway, it's like, to me is, is really kind of that, that mentality around acquisitions, right? It's like, not only is it better for you if you can kind of like sell the bits that don't make sense to you, but at the same time, like it's a level of duty to those clients too, where you're not just kind of hanging them out to dry. Um, that's like, you're the first person to have actually talked about like the nitty gritty of like what happens when you buy these and like, what do you do with that? And I think that that's like really, really interesting, probably eyeopening for a lot of people. And like, it opens the door to, to like, this does become an option to kind of finance a part of that purchase, right? Like your purchase price maybe is actually 80% of whatever it is, if you are good at doing this, right? So that was part of, that was part of it where a lot of that cashflow coming in, like it made sense for us to do this recent acquisition January 31st. So we could capture the next three months of cashflow because majority of this firm's revenue does come in in Q1, Q2. So that was the other piece of this acquisition. So I would encourage anybody that's listening also time the acquisition appropriately. If you were to close on this acquisition, the one we just did at the end of April, it's going to be rough for about four to five months until you really start to see that client base come back in, you know, pay attention to you again. Um, so that also is a very big, um, a very big concern when looking at the timing of, uh, acquisition. Interesting. Yeah, no, that's, that's clever. Then that's smart, right? Too is like timing your cash flows with when you kind of need them to recover on that. So, uh, yeah, no, it sounds like you've really got like the ins and outs of acquisitions figured out. So it's no wonder you've kind of been involved so much and you know, you've learned from them. So, um, yeah, thank you so much for coming and sharing all of this, Marcus. I really appreciate it. I appreciate it. And if anybody's listening, just reached out. LinkedIn is the easiest way to get to me. Um, and happy to help, happy to answer any questions you've got about your situation, but also, you know, share our playbook, share what we've done, what's worked, what hasn't worked. Uh, cause that's the only way that we can get ROI on our failures is to share it with others. So thanks so much for having me on Dom. Appreciate it. Appreciate everything that you do. Um, and just reach out.